TELEFLEX INC
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
TFX$155.30+0.4%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)Consolidated Financial Statements:
The Index to Consolidated Financial Statements and Schedule is set forth on page F-1 of this Annual Report on Form 10-K.
(b)Exhibits:
The following exhibits are filed as part of, or incorporated by reference into, this report (unless otherwise
indicated, the file number with respect to each filed document is 1-5353):
| Exhibit No. · Description | ||
|---|---|---|
| *3.1 | — | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 11, 2023). |
| *3.2 | — | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Form 10-K filed on February 23, 2023). |
| *4.1.1 | — | Indenture, dated May 16, 2016, by and between the Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (File No 333-211276) filed on May 11, 2016). |
| *4.1.2 | — | Fourth Supplemental Indenture, dated November 20, 2017, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on November 20, 2017). |
| *4.1.3 | — | Sixth Supplemental Indenture, dated June 6, 2019, by and among Teleflex LLC, the Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1.3 to the Company’s Form 10-K filed on March 1, 2022). |
| *4.1.4 | — | Eighth Supplemental Indenture, dated February 25, 2021, by and among Z-Medica, LLC, the Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1.4 to the Company’s Form 10-K filed on March 1, 2022). |
| *4.1.5 | Ninth Supplemental Indenture, dated November 7, 2022, by and among Standard Bariatrics, Inc., Traverse Vascular, Inc., the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association) (incorporated by reference to Exhibit 4.1.5 to the Company's Form 10-K filed on February 23, 2023). | |
| *4.1.6 | — | Form of 4.625% Senior Note due 2027 (included in Exhibit 4.1.2). |
| *4.2.1 | — | Indenture, dated May 27, 2020, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 27, 2020). |
| *4.2.2 | — | First Supplemental Indenture, dated February 25, 2021, by and among Z-Medica, LLC, the Company and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2.2 to the Company’s Form 10-K filed on March 1, 2022). |
| *4.2.3 | — | Second Supplemental Indenture, dated November 7, 2022, by and among Standard Bariatrics, Inc., Traverse Vascular, Inc., the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association) (incorporated by reference to Exhibit 4.2.23 to the Company's Form 10-K filed on February 23, 2023). |
| *4.2.4 | — | Form of 4.25% Senior Note due 2028 (included in Exhibit 4.2.1). |
| *4.3 | — | Description of Company securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the Company's Form 10-K filed on February 23, 2024). |
| ^*10.1 | — | Teleflex Incorporated Retirement Income Plan (formerly known as the Teleflex Incorporated Salaried Employees’ Pension Plan), as amended and restated effective August 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Form 10=K filed on February 23, 2023). |
| ^*10.2.1 | — | Teleflex Incorporated Directors' Deferred Compensation Plan, dated November 22, 2019 (incorporated by reference to Exhibit 10.2.1 to the Company’s Form 10-K filed on February 21, 2020). |
| ^*10.2.2 | — | Teleflex Incorporated Deferred Compensation Plan, dated November 22, 2019 (incorporated by reference to Exhibit 10.2.2 to the Company’s Form 10-K filed on February 21, 2020). |
| ^*10.3.1 | — | Amended and Restated Teleflex 401(k) Savings Plan, effective as of January 1, 2019 (incorporated by reference to Exhibit 10.3.1 to the Company’s Form 10-K filed on March 1, 2022). |
| Exhibit No. · Description | ||
|---|---|---|
| ^*10.3.2 | — | First Amendment to Teleflex 401(k) Savings Plan, dated April 1, 2021 (incorporated by reference to Exhibit 10.3.2 to the Company’s Form 10-K filed on March 1, 2022). |
| ^*10.3.3 | — | Second Amendment to Teleflex 401(k) Savings Plan, dated November 7, 2022 (incorporated by reference to Exhibit 10.3.3 to the Company's Form 10-K filed on February 23, 2023). |
| ^10.3.4 | — | Third Amendment to the Teleflex 401(k) Savings Plan, dated December 4, 2024. |
| ^*10.4.1 | — | 2008 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement for the 2008 Annual Meeting of Stockholders filed on March 21, 2008). |
| ^*10.4.2 | — | Amendment, dated March 28, 2012, to 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 1, 2012). |
| ^*10.5 | — | Teleflex Incorporated 2016 Executive Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement for the 2016 Annual Meeting of Stockholders filed on March 24, 2016). |
| ^*10.6 | — | Teleflex Incorporated 2014 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's definitive Proxy Statement for the 2014 Annual Meeting of Stockholders filed on March 28, 2014). |
| ^*10.7 | — | Executive Change In Control Agreement, dated March 31, 2017, between the Company and Liam Kelly (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 4, 2017). |
| ^*10.8 | — | Senior Executive Officer Severance Agreement, dated March 31, 2017, between the Company and Liam Kelly (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 4, 2017). |
| ^*10.9 | — | Senior Executive Officer Severance Agreement, dated March 26, 2013, between the Company and Thomas E. Powell (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on April 30, 2013). |
| ^*10.10 | — | Executive Change In Control Agreement, dated March 26, 2013, between the Company and Thomas E. Powell (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on April 30, 2013). |
| ^*10.11 | — | Senior Executive Officer Severance Agreement, dated February 17, 2016, between the Company and Cameron P. Hicks (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K filed on February 25, 2016). |
| ^*10.12 | — | Executive Change In Control Agreement, dated February 17, 2016, between the Company and Cameron P. Hicks (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K filed on February 25, 2016). |
| ^*10.13 | — | Contract of Employment, dated March 24, 2020, by and between the Company and James Winters (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on April 30, 2020). |
| ^*10.14 | — | Senior Executive Officer Severance Agreement, dated March 24, 2020, between the Company and James Winters (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on April 30, 2020). |
| ^*10.15 | — | Executive Change In Control Agreement, dated March 24, 2020, between the Company and James Winters (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on April 30, 2020). |
| ^*10.16 | — | Senior Executive Officer Severance Agreement, dated January 1, 2021, between the Company and Daniel V. Logue (incorporated by reference to Exhibit 10.23 to the Company's Form 10-K filed on February 25, 2021). |
| ^*10.17 | — | Executive Change In Control Agreement, dated January 1, 2021, between the Company and Daniel V. Logue (incorporated by reference to Exhibit 10.24 to the Company's Form 10-K filed on February 25, 2021). |
| ^*10.18 | — | Senior Executive Officer Severance Agreement, dated February 25, 2021, between the Company and Jay White (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on April 29, 2021). |
| ^*10.19 | — | Executive Change In Control Agreement, dated February 25, 2021, between the Company and Jay White (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on April 29, 2021). |
| Exhibit No. · Description | ||
|---|---|---|
| *10.20 | — | Third Amended and Restated Credit Agreement, dated November 4, 2022, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., PNC Bank, National Association, Wells Fargo Bank, National Association and HSBC Securities (USA) INC., as co-syndication agents, the guarantors party thereto, the lenders party thereto and each other party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 10, 2022). |
| ^*10.21 | — | Teleflex Incorporated 2023 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders filed on March 31, 2023). |
| ^*10.22 | — | Form of Stock Option Agreement under the Company’s 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company's Form 10-K filed on February 23, 2024). |
| ^*10.23 | — | Form of Restricted Stock Unit Agreement under the Company’s 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company's Form 10-K filed on February 23, 2024). |
| ^*10.24 | — | Form of Performance Stock Unit Agreement under the Company’s 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company's Form 10-K filed on February 23, 2024). |
| 19 | — | Insider Trading Policy |
| 21 | — | Subsidiaries of the Company. |
| 22 | — | List of subsidiary guarantors and guaranteed securities. |
| 23 | — | Consent of Independent Registered Public Accounting Firm. |
| 31.1 | — | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act. |
| 31.2 | — | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act. |
| 32.1 | — | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act. |
| 32.2 | — | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act. |
| ^*97 | — | Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards of the New York Stock Exchange (incorporated by reference to Exhibit 97 to the Company's Form 10-K filed on February 23, 2024). |
| 101.1 | — | The following materials from our Annual Report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the years ended December 31, 2024, December 31, 2023 and December 31, 2022; (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, December 31, 2023 and December 31, 2022; (iii) the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2023 and December 31, 2022; (v) the Consolidated Statements of Changes in Equity for the years ended December 31, 2024, December 31, 2023 and December 31, 2022; and (vi) Notes to Consolidated Financial Statements. |
| 104.1 | — | The cover page of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in inline XBRL (included in Exhibit 101.1). |
- Previously filed with the Securities and Exchange Commission as part of the filing indicated and incorporated herein by reference.
^ Indicates management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this report.
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